Regulations Governing Public Tender Offers for Securities of Public Companies Article 14

The public company whose securities are being acquired shall, within 15 days after its receipt of the copy of the Public Tender Offer Report Form, the public tender offer prospectus, and relevant documents reported and publicly announced by the Offeror pursuant to Paragraph 8 of Article 9, have the following items publicly announced, reported in writing to the FSC for recordation, and copied to the Securities Related Entities:1. The types, number and amount of shares currently held by the current directors and supervisors and any shareholders with more than 10% of the company's stocks.2. The board of directors shall make recommendations to the company's shareholders with respect to the status of verification of the identity and financial condition of the Offeror, fairness of the tender offer conditions, and reasonableness of the sources of the tender offer funds, and the specific assenting and dissenting opinions of the directors and their reasons therefor shall be clearly recorded.3. Whether there were major changes on the company's financial conditions after the delivery of its most recent financial statements, and the contents of such changes.4. The types, number and amount of shares of the Offeror or its affiliated enterprises as defined under Chapter 6-1 of the Company Act held by the current directors, supervisors or the major shareholders having over 10% of the shareholding of the target company.5. Other relevant important information.Shares held by persons in Subparagraph 1 and Subparagraph 4 of the preceding paragraph include those held by his/her spouse and minor children and held under the names of other persons.The board of directors must fully disclose the verification measures already adopted and the related procedures with respect to the verification conducted under paragraph 1, subparagraph 2, and if an expert is engaged to issue a written opinion, it shall be made public along with the disclosure.After receiving documents in connection with a new report and public announcement made by the Offeror pursuant to Article 43-5, paragraph 2 of the Act (hereinafter, a "new report and public announcement"), if the public company whose securities are being acquired must consequently amend the status of verification of relevant matters or its recommendations to the shareholders under paragraph 1, subparagraph 2 herein, it shall, within 15 days, make a new public announcement of the items in that subparagraph, and prepare and submit a written report to the FSC for recordation, with a copy to the Securities Related Entities.
中文原文 公開收購公開發行公司有價證券管理辦法第14條
被收購有價證券之公開發行公司於接獲公開收購人依第九條第八項規定申報及公告之公開收購申報書副本、公開收購說明書及相關書件後十五日內,應就下列事項公告、作成書面申報本會備查及抄送證券相關機構。
一、現任董事、監察人及持有本公司已發行股份超過百分之十之股東目前持有之股份種類、數量。
二、董事會應就本次公開收購人身分與財務狀況、收購條件公平性,及收購資金來源合理性之查證情形,對其公司股東提供建議,並應載明董事同意或反對之明確意見及其所持理由。
三、公司財務狀況於最近期財務報告提出後有無重大變化及其變化內容。
四、現任董事、監察人或持股超過百分之十之大股東持有公開收購人或其符合公司法第六章之一所定關係企業之股份種類、數量及其金額。
五、其他相關重大訊息。
前項第一款及第四款之人持有之股票,包括其配偶、未成年子女及利用他人名義持有者。
董事會就第一項第二款進行之查證,須完整揭露已採行之查證措施及相關程序,如委託專家出具意見書亦應併同公告。
被收購有價證券之公開發行公司於接獲公開收購人依本法第四十三條之五第二項規定重行申報及公告(以下簡稱重行申報及公告)之書件後,致須變更第一項第二款規定相關查證情形及對其公司股東之建議者,應於十五日內將該款所規定事項重行公告、作成書面申報本會備查及抄送證券相關機構。

English translation for reference only; the Chinese text prevails. Not legal advice.